Today Warner Bros Discovery announced that Steven A. Miron and Steven O. Newhouse have both resigned from its board of directors today. This comes as the U.S. Department of Justice, also known as the DOJ, has started an investigation into whether their membership on the board violates Section 8 of the Clayton Antitrust Act. At issue here is rules that prevent executives from visiting on boards of competing companies.
“Mr. Miron and Mr. Newhouse were each appointed to the WBD Board effective upon the closing of the merger between Discovery, Inc. and WarnerMedia on April 8, 2022, and served as Class III directors, with initial terms that were scheduled to expire at the Company’s 2025 Annual Meeting of Stockholders. Both were originally named by Discovery, Inc. as two of its six designees to the WBD Board.” The company said in a statement on the issue.
Mr. Miron, previously the Chief Executive Officer of Advance/Newhouse Partnership, a privately held media giant. Prior to his role at Advance/Newhouse Partnership, Miron served as a director at Discovery, Inc. for a staggering fourteen years, showcasing his extensive experience in the industry. During his tenure, he also contributed to the WBD Compensation Committee.
Meanwhile, Mr. Newhouse had previously served as a board observer at Discovery, Inc. for fourteen years. As a member of the board he was a member of the WBD Nomination and Corporate Governance Committee.
“On behalf of our Board and WBD’s leadership team, I want to thank Steve Miron and Steven Newhouse for their extraordinary service and longstanding commitment to Discovery and Warner Bros. Discovery,” said David Zaslav, chief executive officer of Warner Bros. Discovery. “Both Steve and Steven have been a great source of wise counsel and tremendous industry insight over the years, and they played an integral role in getting this new company up and running and on a path to long-term growth. We are enormously grateful for their steadfast support and wish them the very best.”
With these changes, very little is likely to change at Warner Bros. Discovery. For now the board will now operate with 11 members instead of 13.
Samuel A. Di Piazza, Jr., Chair of the Board of WBD said: “On behalf of the entire WBD Board of Directors, I would like to express my gratitude to Steve Miron and Steven Newhouse for their service on behalf of WBD’s stockholders and their many contributions to the deliberations and work of the Board. We will miss having them as colleagues in the Board room and wish them all the best in their future endeavors.”
Steven Newhouse said “From our investment in the Discovery Channel in the earliest days of cable, through Bob Miron’s service as Discovery’s Board Chair and Steve and my service on this board, and with the enormous efforts of John Malone and David Zaslav, we are proud to have played a role in the building of this great company and remain a large stockholder. We are disappointed to leave the Board, but wish to do the right thing for WBD.”
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